Manly Resolve
by Laury the Latrator
Summary: Based on The Amazing Spider-Man movie. For Peter Parker, it feels like the longest summer of his life. Can he deal with his newfound resposibilities while still managing to get over Gwen Stacey? Companion Piece to "Womanly Persuasion"


Peter's dreams were always chaotic and irrational and guilt-ridden and this was no exception.

_Be good_ echoed through the silence, the voice unrecognizable through years of distortion. He walked in darkness, his backpack weighing him down and stooping him like an old man. It felt like rocks — no, boulders — pulling him to the ground. He tried valiantly to stay upright, driven to continue without knowing why, but it just got heavier and heavier with every step and in no time at all he was flat on the ground. Peter groaned, face down in what felt like concrete. He lifted his head slightly, wanting to rally and crawl forward, when he froze. There was a red stain less than a foot in front of him. Hesitant yet unable to stop himself, he looked up. Uncle Ben lay dying right in front of him. His eyes were blank, but they were pointed right at him.

"I know you'll choose the right path, son." He said, and Peter might've screamed because his lips didn't move and Ben spoke in the exact same kind tone as in the message on his phone. Peter scrambled to get closer to him, but his backpack was still pinning him down. His hands scrambled to push the shoulder straps off but as soon as he was free Ben's body had disappeared. He was about to sob when a clap of light illuminated something in the distance. Curiosity or compulsion made him run towards the brief sight. Another spark, and this time he recognized it: muzzle flash. Peter was sprinting faster now, and he vaguely realized that he was in his Spider-Man costume sans mask. He didn't have time to wonder what happened to it, because the next second he fell to his knees beside the slumped form of Captain Stacey. His hands reached out to press against his chest, but he was shocked into stillness as this corpse addresses him too.

"I _told_ you," The Captain's gruff voice boomed in displeasure, eyes vacant and mouth slack, "To leave her out of it!" Peter gulped, pushing himself back from the man's wrath yet unable to look away. "But no," He continued sardonically, "You couldn't keep it in your pants! Now look what you've done!" Peter started to shake his head. _No, I-I kept my promise_, he wanted to say, but his voice couldn't escape his throat. _I did, I—_

"Peter." His thoughts stalled at her voice. She wasn't yelling, she wasn't crying, but her voice was sad. Mournful. "Peter, why?" She asked, and she sounded so real, so tangible. He looked around, trying desperately to find her. "How could you?" He stood, turning in tight circles as his wild gaze flitted through the black expanse of nothingness. He wanted to call out to her, but again he choked on the words. "How could you do this to me?" At once, he could pinpoint her location perfectly. Peter looked down. There, at his feet, lay Gwen. She was dressed in her white lab coat. Her blond hair was spread out under her head like a halo. There were no marks to mar her beauty, no blossoming red stains or gaping wounds. Her gray-blue gaze remained permanently fixed on his. Her rosy lips were gently parted. "I thought you loved me."

Peter woke as if electrified by her whisper. He flailed in bed, kicking the sheets off him as they suffocated him. He was disoriented, he was tense, he was frightened. His heightened senses drove him mad for a moment. Rain splattering the window pane sounded thunderous. The power indicator light from his computer seemed blinding. A fly hovering by his door smelled _delicious_…

He took a deep breath. The last vestiges of the dream faded away, and with concentration he tamped down on the hypersensitivity. He sighed.

Nothing but another nightmare.

* * *

Peter wasn't sure how he made it through the last few days of school. He was thoroughly surprised when Summer came around. Could it be over already?

He found, without homework or a social life to weigh him down, that crime fighting was really the only thing that needed his devotion. If Spider-Man's upsurge in activity was shocking to anyone, the papers weren't printing it. At least no one had connected it to school being out.

Aunt May certainly noticed, however. Though she didn't say anything, the look she leveled at him whenever he trudged in after days or nights looking worse for wear spoke multitudes. He hated to see her worry, but he couldn't stop. He had to keep going out there, had to help the city the way only _he_ could. It wasn't just about finding Uncle Ben's murderer or stopping a monster he created, not anymore. He'd come to a realization.

With these great powers came great responsibility. This was one duty he wouldn't shirk. It was his job to protect this city, no matter what.

Still, there were times when the mask and the spandex felt stifling. Many, _many_ times. These were the nights he would find his way to midtown, on a rooftop overlooking a lovely apartment building, his eyes trained on one window. He wished he still needed glasses, that way he wouldn't be able to make out such exquisite detail.

Gwen was always there. Sometimes she was at her desk, flitting through her computer with disinterest. Sometimes she was already asleep, but even in the dark he could see her face scrunched up as she tossed and turned. Sometimes, and these were the times he felt the worst about himself, she just sat and stared into space; she didn't weep, not that he could tell, but she wouldn't move for hours. These nights Peter heard the Captain's words in his mind, as if his ghost were whispering in his ear.

_"Leave Gwen out of it."_

He wanted desperately to go to her. He wanted to creep onto her fire escape with familiarity and climb through the window. He wanted to hold her in his arms and feel her finally break down into sobs. He wanted to tell her that it would be okay, the pain gets better, he'd help her get through this. He wanted to tell her he loved her.

The closest he came was jumping to her roof. Assaulted by memories of the passionate kiss they'd shared there, he had run.

He did not go back. He couldn't.

* * *

It happened one day in a park.

Peter had defused a hostage situation, well, him and about a dozen cops, the night before, or more accurately, earlier that morning. He'd talked a man down, made him lower the gun he had pointed at an elderly woman. He hadn't used his webbing, or climbed any walls, or used his super abilities at all. Through words alone, _his_ words from _his_ mind, he'd saved someone's life. It was an incredible feeling. He was exhilarated.

He was a block away from her house when Peter stopped himself. Instead, he veered off to a little patch of trees. He settled himself into the tallest one, and pulled his camera out of his bag. He took pictures, just for fun, for the first time in weeks. The sunrise brought some marvelous lighting opportunities, but the best shot came later.

He'd slithered down the tree, his knees bent around a branch. He wasn't paying attention to his surroundings, taking pictures of buildings and clouds and stuff. Then, in an instant, that changed. Someone was behind him and he had to turn around. So he did.

Gwen Stacey was standing just a little ways away. She'd been staring at him but seemed to have gotten lost in thought. His gaze ran over her swiftly. She wore a short sleeved button up blouse with a pencil skirt, her thigh-high thin leather boots were brown and scuffed by the dirt. Her hair was down and she'd foregone her headband. There was a tiny wisp of a smile on her face and her eyes were wistful. Maybe it was because he hadn't seen her in a while, but she looked absolutely beautiful in that moment. He raised his camera slowly so as not to startle her and pressed the shutter button. Gwen jumped, blinking rapidly at the flash. She met his eyes in surprise. Seeing that she had been caught out, she took a couple steps closer. He tried to grin at her, but it had been so long it didn't feel natural at all.

"Hey." He greeted her neutrally. She smiled stiffly at him but her eyes crinkled at the corners with genuine warmth. It was a relief to see. He wasn't sure how to handle this, but he wasn't in the mood for an argument.

"How did you know I was here?" She asked in astonishment. He shrugged, kind of embarrassed. He still hadn't completely figured out his newfound powers, everything was happening so quickly it was easier to adapt rather than dissect it. He struggled to explain this process that occurred subconsciously and in less than a second. If anyone could understand, it would be Gwen.

"I dunno," He confessed, "I just did. There was this prickling on the back of my neck, and I just got the feeling I wasn't alone. Call it instinct, I guess." She raised a brow in response.

"Or spider-sense?" She teased gently, her hip jutting out as she leaned in conspiratorially.

"Maybe." He chuckled, feeling repressed affection for her flooding back. He'd missed their banter, missed her witty unrepentant teasing. He'd missed _her_. Maybe he'd been staring at her for too long, because Gwen looked away uncomfortably, focusing on the tree he was perched in.

"Um, so what's with the tree?" She asked with forced enthusiasm. "I mean, what are you doing up there?" Peter scratched his head, becoming flushed. He wasn't sure how to explain it, didn't even know if he knew the whole truth himself. It was like, well, his spider-sense, something subtle that had become reflexive.

"Just… hanging." He answered, trying for humor. He winced. God that was awful. Gwen gave a snort of laughter that he couldn't help interpreting as derisive. "I, uh," He sputtered, trying to regain some dignity, "I like to… to challenge my equilibrium. I don't know why. I'm still trying to figure out exactly how…" He struggled with the words, "I've changed, you know? I just _like_ to be upside-down, I guess."

Peter wasn't sure what he'd been expecting, but it wasn't for her to smile gently and sincerely at him. She didn't say anything, just stood there and looked at him with this incredibly kind gaze. He felt as if his lungs had forgotten how to contract. She looked so pretty, but more than that, he could see how much she cared about him, as if she'd written it all over her face. It was not a realization, but a reminder; Gwen would take him back if he asked. With that thought came another: _I don't deserve you_.

Knowing what he had to do, he hopped down from the tree. Alright, maybe hop was too modest. Peter really oriented himself towards her in mid-air so he landed square on his feet facing her. She was understandably caught off-guard and she looked around for witnesses. Peter wasn't worried; his spider-sense would have alerted him if he was in danger of being seen (okay, maybe spider-sense wasn't the coolest name for it, but he'd take it). Trying to appear nonchalant, he leaned against the tree he'd just jumped out of.

"So…" He drew out the syllable awkwardly. "What brings you here?" He asked, hoping he didn't seem too invested in her answer. She met his eyes again as the wind blew her hair from behind. It carried her smell towards him. Vanilla.

"To be honest," Gwen began, tucking her hair behind her ear, "I had no idea you'd be here." As if she felt the need to prove it, she pulled out a heavy book from her bag. He stared at it for several seconds. Huh, so she hadn't been looking to see him or anything.

"Oh." He said, lowering his head. Well, at least it would make what he was about to do easier. For her anyway.

"But I'm glad to have caught you." He heard her say quickly, and there were two thumps as she deposited her things on the ground. "How are you doing?" She asked him, sounding sympathetic. How messed up was that? She was worried about _him_? More proof that he had to do what was right. Still, unhappy about it, Peter sighed.

"Don't…" He shook his head as the words stuck in his throat. "Don't do this Gwen." His defeated tone must've angered her, because he could feel the tension between them skyrocket.

"The polite response is 'No Gwen, how are you?'" She replied, and her uncharacteristic sardonic tone made him fight the urge to shudder. He thought he heard her breath hitch, but she covered it with a cold mirthless laugh. "I mean, come on," She continued ruthlessly, "I lost my father, my mentor, and my boyfriend all in one fell swoop." He flinched, and his head shook again. The way she said it, so plainly, felt like she was twisting the knife. She ought to hate him. Gwen kept on. "I could really use a friend right now, Peter, don't you think?" Why couldn't she hate him? He took a deep breath to steel himself.

"I can't be your friend." He said, keeping his gaze trained on the ground. There was a pause, and he wanted desperately to see her reaction while at the same time too afraid to. He was wary of seeing how much this was hurting her, and yet some part of him needed to know that she was as upset over their separation as he was. It was incredibly selfish of him, but pain meant passion, and the insecure teenager that he'd been only months ago still couldn't believe that Gwen Stacey could be so passionate about him.

"I get that Dad made you promise not to be with me," She said, and though he got the impression she was trying to appear calm, there was a waver in her voice that betrayed her, "And as much as I hate that he's posthumously controlling my life, I can understand why you're following his orders. But, right now, all I'm asking is that you talk to me!" Calm was thrown out the window with those last few words. They sounded wrenched from her throat. Peter looked up, a mistake because once their eyes met he couldn't look away. Her gray eyes looked like storm clouds, and they reminded him of the first time they had this conversation, on his porch. "Is that unreasonable?" She asked in a murmur. No, it wasn't. Which made him feel even worse for having to deny her plea.

"I can't… I can't be your friend." He said again, and though his voice faltered his resolve did not. He just had to explain it to her somehow, make her understand. He crossed his arms over his stomach, feeling cold, and bit his lip as he figured out how to vocalize his feelings. "I'm, I, I like you too much." He professed earnestly, averting his gaze from her.

"What?" Gwen asked in disbelief. He shrugged, his muscles tight with anxiety. He wasn't sure how to articulate it, but he'd figured out something important since their break up.

"Yeah, I mean…" He swallowed. "I know what it's like to kiss you, h-how…" He shook his head in an effort to dislodge that very memory. The taste of her lips often cropped up at the most inopportune times. It took all his willpower to continue. "How am I supposed to keep my promise if, i-if I'm always wanting more? I can't, I know I can't." He looked at her after that admission of weakness. This was his latest personal failing, one that he added to the immense list he'd been compiling since acquiring his powers. He couldn't help her, couldn't have any sort of relationship, because of his feelings for her. He loved her too much. Loving her caused him too much pain. The pining he'd gone through before they were together had been nothing compared to what he was going through now. Gwen was watching him, a little wistful, but mostly pitying.

"I want you, too." She whispered. Peter's heart swelled, and with it came an ache in his chest. He couldn't stand this. He couldn't stand having her so close, so easily obtainable, and yet having to keep her just out of reach. He could feel his resolve crumbling, and all it took was four simple words from her. Tears sprung to his eyes, and he covered his mouth with his hand to hold in a sob.

"I'm sorry, I-I can't." Peter ground out against the sandpaper-like feeling in his throat. He had to escape her tantalizingly sweet words, her melancholy beauty. In a moment he had climbed up the tree behind him, and hid in the canopy at the top. Peter sat on the highest branch, knowing she could no longer see him. He heard Gwen huff indignantly at his departure, proceed to gather her things. He listened attentively to the crunch of dirt and grass as she walked away. Then there was a pause as her footsteps ceased. He waited with baited breath.

"We could've been something amazing, Peter." She said aloud, obviously addressing him. She sounded resigned and so unlike herself. "I hope you know that." Peter sighed, soaking up the truth in her words as she left.

Yes, he knew. He thought about it all the time, a life they might've had if he hadn't gone into that room full of spiders. He would've gathered the courage to ask her out eventually, they'd date like normal teenagers, and, if he was very lucky, they'd grow up together, have a family and live in the suburbs. It was a fantasy that both soothed and scorched him.

In his more bitter moments, however, he imagined what might've happened had he never asked her out. He'd keep taking pictures of her covertly, worshiping this grandiose image of her but never getting to know her. She'd find a boyfriend eventually of course and he'd sulk but get over it. He'd have never fallen in love with her.

This would be so much easier if he wasn't so in love with her.

* * *

Aunt May was worried about him.

This wasn't exactly new, but her reasoning was. He'd spent most of his time as Spider-Man, so he only saw her at breakfast and dinner. While she didn't know what he was doing, she had apparently decided that he was pining for Gwen and was moping around the city.

She wasn't too far off, but that wasn't the point.

She started asking after Gwen, interrogating him with prying questions about her life and their minimal relationship. Peter tried to field them as best he could, but it seemed he'd gone too far to the other end of the spectrum. Aunt May got the impression that it wasn't losing _Gwen_ that sunk him into a depression, but being alone in general. Her solution: setting him up with the neighbor's daughter.

As far as plans go, it actually didn't go too badly. MJ was brash and pushy, but that's what allowed her to get under his skin. She was surprisingly chill when he told her he wasn't interested in dating, and used her teasing persistence to make him open up about Gwen. Once Peter admitted he was in love with her but didn't think he could be with her, MJ decided to take up the mantle of romantic life coach.

Though he objected strongly to all of her advice, the ache in his chest loosened with every encouragement.

* * *

_This was a stupid idea_, Peter grumbled in his mind. Everyone except him was drunk, leaving him the witness to many acts of teenage stupidity. He pushed through the mass of people on the first floor, which had apparently been designated the dance floor, trying to get past the stereo. The relentless pounding was giving him a headache, possibly because his hearing had improved with his powers.

Why did MJ think this would help? It was just him being depressed in the middle of a bunch of idiots. He was going to leave, he had much more important things he should be doing. The police scanner he'd tucked into the pocket of his sweatshirt might be silent now, but it was only a matter of time. However, every polite impulse he'd had hammered into him by Uncle Ben and Aunt May was forbidding him to leave without saying goodbye to MJ. She'd disappeared with this guy Peter didn't really know, and the last time he'd seen her she and this guy (Henry? Harry?) were headed up the stairs to a more "secluded" area. Though it would probably be awkward busting in on MJ and her friend while they were enjoying the "seclusion", Peter felt some vindictive pleasure in halting young romance. Maybe that wasn't the best attitude for a hero, but he never said he was perfect.

Peter stomped up the stairs, nimbly avoiding the teens that were splayed out there. He reached the second floor landing, and his eyes immediately landed on an arresting sight. A jolt went through him, not unlike his spider-sense. A girl was slumped over the railing, her hands resting on the wooden rail. Her upper body was hanging limply as if unconscious. He recognized the red ribbon tying the blonde hair into a ponytail.

"Gwen!" Peter shouted, and he was by her side in an instant and grabbing hold of her shoulder. He was surprised when, with no help from him, Gwen pushed off the railing and straightened up. She staggered, and he automatically wrapped his other arm around her waist to steady her. He barely noticed that he was in such close proximity to the object of his affections, as he was too consumed by worry. "Gwen, are you okay?" He asked quickly, his mind going over the immense list of worst case scenarios. She opened her eyes, and he noticed the fog in them immediately. It took her a moment to recognize him. When she did, her expression became closed off. She stepped away from him, and Peter let his hand fall from her waist, but not her shoulder.

"I'm fine." Gwen answered snappishly. His concern, obviously not well received, was re-channeled as anger.

"What are you doing here?" Peter demanded, making an effort to keep his voice down while struggling to be heard over the music. Gwen was the last person he'd expect to be here. She reared back, looking offended.

"I was _invited_." She retorted, making a wide sweeping gesture with her arm. He noticed the half-full red plastic cup in her hand for the first time. This was _so_ not good. "Is that not allowed?" She continued with biting sarcasm that caught him off guard. "Is there some other dying wish forbidding me from having fun that I don't know about?" He flinched at the casual mention of his promise, but what she said next was even worse. "Or is this the pera-_pero_gative of New York's favorite superhero?" He reacted fast, his hand on her shoulder skimming down her arm and latching onto her elbow. He pulled her down the stairs, not caring that he was a little too rough or that she yelped in shock. He was pissed off. What made her think she could act this way? Talking about his other identity in public like this.

She was going to get herself _killed_.

"You're drunk." Peter said, quietly but firmly. "I'm getting you out of here." He was so absorbed in this task that he was unprepared when a voice called out to him.

"Hey Parker!" He flinched instinctively at the familiar bark, usually followed by a basketball to the head. Even if he was in no way the same scrawny boy from months ago, the memory was there. He groaned when he saw Flash standing at the foot of the stairs. There was no way to avoid a confrontation.

"Not now, Flash." He muttered, a pleading note to his voice that he couldn't help. The basketball star crossed his thick arms over his even thicker chest. Flash's eyes landed on the hand holding tight to Gwen's arm.

"Yeah, I can see that." Flash remarked, referring to Peter's impatience. He jutted his chin out, nodding at Gwen. "This guy bothering you, teach'?" Peter blinked in surprise at the nickname used so affectionately. He glanced at the girl next to him to see Gwen smile, perfectly at ease with the familiarity. She leaned forward and handed Flash her cup, giving his arm a fond pat. Somewhat stunned, when she tugged gently at Peter's fingers he immediately let go. His hand fell back to his side, fingers curling around air.

"It's alright, Flash." Gwen asserted. He was startled by her answer, but that was nothing compared to the shock of feeling her take his hand in hers. Peter gave her a sharp sidelong glance. "We're just gonna have a little talk." She told the jock, not reacting to his look. "We're overdue, after all." Flash smirked at her answer.

"Sure thing." He hooked a thumb over his shoulder, gesturing to a sliding glass door. "You can go out in the backyard, should be easier to, uh…" He paused suggestively, "Talk." Gwen didn't respond to the insinuation, and lead Peter by the hand out into the yard. He wasn't surprised when she dropped his hand at the first opportunity.

Peter gave the yard a cursory glance and fixed his eyes on his companion. She was standing stock still, her gaze still taking in the modest backyard. Against his better judgement he let his eyes roam over her. She had goosebumps that ran along her collar bone and down her exposed arms. The pale pink tank top was obviously not enough cover against the night breeze. She wore a black skirt that ended an inch above her knee-high black boots. He wondered who she'd dressed up for.

Peter bowed his head and averted his eyes. He didn't have the right to admire her and he certainly had no right to be jealous. He fidgeted, his hands jammed into his jeans' pockets. What was he doing? He shouldn't be here, shouldn't be around her. Seeing her reminded him of all he'd given up, and Peter was so tired of it. Gwen, after their extended silence, walked down the steps to lean against the fence. He didn't follow her. She rubbed her arms, hugging herself for warmth.

He hated himself for needing to ask, but he finally said, "So, you and Flash." He rubbed the back of his neck awkwardly. "You guys are pretty close now." Gwen shrugged, and he was glad not to hear an immediate affirmative. At least, if there was something there, she wasn't about to mock him with it.

"He's nice." She muttered defensively. "He's changed." That was true; ever since Uncle Ben's death, Flash never picked on Peter. They'd even developed a sort of rapport by the end of school.

"Yeah." He said flatly. "Yeah, you said he was at the funeral." While that was true, she had told him that, he'd also witnessed it. Flash had stood a respectful distance from her on the steps of the church. Once Gwen gave up on searching for him, she'd accepted his company with a small smile. Peter occasionally wondered if Flash hadn't taken his place in other ways.

"He was always a good guy under all that bluster." Her voice jolted him back to the present. She was holding herself tighter. "You know he wants to join the army?" Gwen smiled softly. "Says he's inspired by all the heros running around lately." Peter chuckled. He could imagine Flash's reaction if he ever discovered that the hero he looked up to was actually the guy he used to belittle. That reminded him of her previous comment. He smiled, jogging down the steps and standing on the side of the yard opposite her.

"Yeah," He drew out in self-deprecating sarcasm, "There's no way I'm New York's favorite superhero. This City's had plenty." She bowed her head, her curtain of blonde hair hiding her face.

"You're _my_ favorite." She confessed softly to the ground. "That's something, at least." Peter swallowed thickly, his ears ringing. This was too hard. He couldn't keep hiding how much he missed her. He stared at her, not bothering to conceal how moved he was. After a moment, Gwen raised her gaze, and they held this tenuous connection. Her face looked so vulnerable, but there was something strong in her eyes. That she was still supporting him after all this time…

"That's everything." Peter told her seriously. He worried that he'd revealed too much, because Gwen blushed a deep red that seemed to glow in the dark. Thinking he'd made her uncomfortable, he looked away, his eyes landing on the door of the house. "So what are you doing here?" He asked again, trying to find neutral territory. Hopefully she wouldn't react the way she had before.

"Flash invited me." She said, and he was glad that she no longer sounded defensive or offended. "Isn't that enough?"

"Yeah, but… It's not really your scene. At least," He shrugged, "I didn't think it was."

"I could say the same to you." Gwen retorted. "Since when do you come out to wild parties?" It was a valid question. He'd never been to something like this before. Not for lack of trying though; he didn't have anyone to invite him. Mary Jane was the one who invited him, really bullied him into attending with her.

"Since I've been invited to them." Peter said truthfully, though he didn't mention MJ. "Besides," He continued, deflecting the attention back to her, "I'm not the one drinking. I don't want to run the chance of, well, having to rush off." It was something he'd decided a while ago. He had to always be ready in case the City needed him. Gwen nodded, obviously understanding what he'd alluded to.

"Ah." Peter licked his lips, stalling for time. He wanted to address the issue at hand. Because Gwen Stacey drinking at a high school party and looking like that was obviously a bad sign that should be talked about. It was the equivalent of his going out and starting fights after Uncle Ben died. But it would be totally presumptuous of him to be the person to confront her about it, right? He thought back to her confession that night in her bedroom when he'd arrived bloody and grimy. He figured he owed her.

"Look, I get what this is." He said, unintentionally echoing her words. "You're upset, you-you're angry, you don't know how to deal, with, with everything, and…" He raked his hand through his hair. He was nervous and unsure and stammering because of it. He had to make her understand. "A-and you're being stupid and reckless because you can, but it's not going to help, it wont make you feel good, it'll just make you feel stupid and reckless." Gwen gave a harsh laugh that set Peter's teeth on edge.

"What are you, my therapist?" She replied with an unwelcoming sneer. Though he disliked her animosity, Peter looked back at her undaunted.

"Are you seeing a therapist?" He contended out of true concern. Gwen gaped at him for a moment, and he felt a stab of pride at rendering her speechless. He didn't have long to revel in it however, as he heard the sliding glass door open and the music from the party flooded out into their little pocket of peace. Peter glanced over and his eyes widened in horror.

"Hey Tiger, there you— Oh!" Mary Jane had the sense to stop herself once she registered the scene. Peter was at a loss. What was she doing here? Why wasn't she still inside with what's-his-face? He looked to Gwen and was alarmed to see her glaring at MJ with outright jealousy. No, she couldn't think… He looked to MJ. Yeah, she was pretty, even he wasn't oblivious to that. But Gwen had to know… Didn't she? MJ herself was glancing between Peter and Gwen with remarkable speed. He knew she had to recognize her, Peter'd shown her pictures he'd taken of Gwen. Peter lowered his head and studied his shoes. He pleaded internally for her to keep her mouth shut. MJ could be brazen, but even she wouldn't tell Gwen how much he loved her, right? She wasn't that tactless. The uncomfortable prickle of tension in the air lasted for a while as the three stood in silence. "Sorry!" MJ said suddenly. Peter could have kissed her he was so relieved. "I'm interrupting, sorry. I'll go." He could almost hear the encouraging look she sent his way. He kept his eyes trained on the ground.

"Was that her?" Gwen asked, a dangerous note in her voice. "Was that Mary? Your girlfriend?" Reacting viscerally, he shook his head.

"No, no, she isn't, we're not—" But Gwen was in full sway now and was not to be preempted.

"'Cause I've been wondering, _Tiger_," Peter winced at the unfortunate term of endearment, "What exactly makes her different from me? What makes her worth all the danger?" He tried to speak up, but she cut him off. Apparently her questions were rhetorical. "Don't you dare say that it's because I'm more important to you than her or anything and that's why you can date her, because that's the biggest messed up bull I've ever heard." He put his hand up to try and stem the flow but Gwen wouldn't stop. "Do you like her more than me? If that's it, that's fine, but have the decency to be honest with me. Or..." Gwen looked about to cry. Her mouth moved wordlessly for a moment.

Thinking this was his chance to intervene, he managed to say, "I—" before she spoke over him again.

"Or is it just easier to be with a girl who doesn't have her dead dad hanging over her head? Without some… deathbed decree to scare you off—" That was the final straw.

"I'm not dating Mary Jane!" His hurt and rage and pent up frustration finally exploded. His voice escalated and he was propelled a couple steps forward. His mouth was moving faster than his mind, and he kept having to cut himself off. "Why—" _would you say that?_ "How could you even think that! We just—" _broke up!_ "I mean, I still—"_ love you!_ After that last one came too close for comfort, he halted all speech with a strangled yell. He wasn't sure how to explain himself without sounding like a complete loser.

The fact that she hadn't realized the depth of his feelings for her was discouraging. That plus the constant voice in his head repeating_ rejection, rejection, rejection_ made him even more determined not to tell her he loved her. He tried to tell himself it was because he didn't deserve her, that he was trying to give her a normal life without the knowledge of his feelings hanging around her neck like a noose. Though he truly knew, deep down, he was simply scared. Imagine that, Spider-Man terrified of a girl.

"Fine." Gwen said shortly, drawing him out of his emotional turmoil. "I believe you." If he thought he'd kiss MJ out of relief, that was nothing compared to how he felt now. "But then, what are you doing with her?" She asked, and he knew she was uneasy based on how she shifted her weight back and forth.

"She's a friend." He told her earnestly. "She's the one who dragged me here, actually. Aunt May introduced us. Okay, maybe _she_ was trying to get me to date her, but MJ understood why I couldn't. We're…" He paused, trying to articulate their strange relationship. Not to mention he didn't want to reveal how much he'd discussed Gwen with her. "We're confidants," He declared after a moment of consideration, "Not lovers, er—" He cringed. Hadn't he just forbade himself from the subject of love? Here he was bringing it up willy-nilly, and in reference to _MJ_ no less. He sneaked a peek at her, but Gwen hadn't seemed to notice anything odd.

"Does she know?" Gwen demanded, her eyes boring into him. Peter didn't understand. Know what? About you? Then he realized this wasn't about them at all. She was referring to Spider-Man.

"No," Peter denied vehemently, "No, of course not!" He finally closed the distance between them, leaning against the fence next to her. Gwen angled her body to face him more fully, and he was glad she seemed more receptive now. He took a breath as he prepared to divulge some of his recent ruminations. "I've realized it's too dangerous to let anyone else know about _that_. I'm not even going to tell Aunt May, at least not anytime soon." Peter thought about Dr. Connors attacking the school. He thought about Gwen rushing to help him. He thought about Captain Stacey sacrificing his life for him.

"This secret," He said, no longer truly aware of his surroundings, "It doesn't set anything free. All it does is put people in danger. I can't keep doing that to the people that matter, not at any cost." He wouldn't let anyone else die for him. Peter was snapped out of his musings by Gwen's hand resting on his arm. He glanced at it in surprise, then raised his eyes to her sympathetic expression. He swallowed, imagining he could feel the warmth of her touch through his sleeve. They were closer together than was considered polite, but neither were inclined to back away.

"You shouldn't have to go through this alone." She said softly, squeezing his forearm gently. He smiled at her gesture and her words, but it was dimmed by the reality of his situation.

"I shouldn't," He conceded, matching her murmur, "But I have to." He watched as something indistinct shifted in Gwen's eyes. He held his breath as she rocked forward on her toes, her hand sliding up his arm as she tilted her chin up. In that moment, seeing the girl of his dreams, the woman he loved, looking up at him through half-lidded eyes, his resolve broke. Peter felt his mouth part as he angled his head to meet hers. Their lips were a hair's breadth away from touching, both of them recalling that night in her room, the fission created by leaving that scant space between them. It was a delicate dance, or maybe it was a standoff, each party waiting for the other to capitulate and close the distance. The tip of Peter's tongue darted out to wet his lips as he nearly reeled from anticipation. He could almost taste her already. Gwen drew in a sharp breath through her nose, dragging his gaze up from her mouth.

"I've missed you." She whispered, her mouth brushing against his as she spoke, each connection sparking like a fuse. Peter sighed, their breath mingling. The tension he'd been holding since saying goodbye to her drained away, leaving him limp and languid. He'd wanted to hear her say that for weeks. He thought of how to respond, but nothing adequately expressed his feelings.

"You have no idea." He said instead, the words flowing from him with ease. For one beautiful, glorious second, he breached that gap and met her in a kiss. A jolt of sound broke them apart before Peter's eyes could even fall shut. He took a hasty step back, fumbling in the pocket of his sweatshirt for the source of the noise. From his periphery he could sense her turning away. He swallowed his disappointment as he pulled out the police scanner.

Through the crackle they heard, "Suspect armed and dangerous… carrying assault rifle… fleeing scene… execution style… suspected connection to Maggia gangsters… send all available vehicles." Maggia, a well connected 'family' of crooks. If they'd just murdered an enemy, a turf war could be brewing in lower Manhattan. He had to go, this had the potential to turn very bad. Peter flew into a flurry of motion, stuffing the scanner back into his pocket and surveying the area. He avoided looking at her as he muttered his apology.

"I've gotta—"

"Go, yeah." Gwen interrupted him wearily. The note of stoicism in her voice bothered him. She nodded to the fence. "They can still see you from the house, don't change 'til you've jumped over." Without looking at him, she turned and walked back towards the party. He watched her go, a mixture of strong and terrible emotions welling up inside him. Concern won out.

"Gwen!" He called to her sharply. She was going back in, to the alcohol and the boneheaded guys. He knew the temptation in the wake of grief. She was going to do something stupid she couldn't undo. Had their talk meant nothing? She glanced back at him over her shoulder, and he was disturbed by the reckless glint in her beautiful blue-grey eyes.

"You gonna stop me?" She challenged him. "Or do you have bigger fish to fry?" He wanted to stop her, God how he wanted to, but they both knew he couldn't. Peter watched her regretfully; he had so many things he wished he could change. With the memory of their almost kiss, the sting of missed opportunities hit hard. Gwen, bless her or damn her, must've understood his reluctance, because she smiled tightly. "I'll see you around, Peter." She said in farewell, her voice far kinder than he deserved. She turned around and kept walking towards the house. Her head was down as she wrapped her arms around herself once again.

He couldn't bear to watch her anymore, so he vaulted over the fence. Peter, sensing that the coast was clear, pulled off the sweatshirt, revealing his spandex underneath. He listened listlessly to the dispatcher reading the address of the fleeing suspect. Thrusting the clothing and scanner into a nearby bush, he took off running, every step pounding self-recrimination further into his skull.

* * *

He couldn't do this.

It was getting harder by the day to keep away from her. The pull, of him to her, was still as strong as the day she left, possibly stronger. After that tantalizing glimpse of what he couldn't have, Peter avoided Gwen as much as he could. His spidey-sense allowed him to flee whenever she sought him out. Perhaps his powers selfishly wanted to keep him single. Perhaps not seeing her was wearing on his mental stability, if he was anthropomorphizing his own abilities.

He didn't come within a ten block radius of her apartment. He was drawing too much media scrutiny, along with some other unwanted attention. He wasn't sure when apprehending two-bit crooks turned into fending off crazies hellbent on taking down New York's self-appointed defender, but it was getting unbearable. Villains drew him out to fight nearly every week. Most of them were weak and easily dealt with, but he was alarmed to find a substantial number of well-matched opponents. His secret identity was becoming vital to maintain.

He thought he was keeping her safe. He thought he was saving her from the same fate as her father. He reconsidered once she began showing up during his battles.

The idiot was _stalking_ him.

* * *

Spider-Man dodged as the Green Goblin sent some sort of razor-sharp boomerang his way. He nimbly landed on a streetlamp, leaping the next second to return to the air. His opponent cackled with unrestrained glee.

"Aren't you having fun, little spider?" The Goblin asked, flicking another boomerang at him. Peter pulled himself clear of it with a well placed web.

"Oh yeah," He retorted sarcastically, "_Oodles_ of fun." His feet landed on the side of a building, and he shot himself forward towards the Goblin. The villain easily maneuvered his glider to avoid him. He wasn't sure who this Goblin was or why he was obsessed with Spider-Man, but he had to admire his tools. That hoverboard was frustratingly efficient. For someone so obviously insane, he must be proficient enough to create that, or maybe just rich enough to commission it.

This fight had been going on for too long. Peter had tried numerous times to catch him in his spider-silk, but the glider was too agile. He looked down as he righted his trajectory with more webbing. They were above the Union Square park, and all around the square was lined with civilians. The presence of spectators had, at first, bolstered his self-confidence considerably. However, as his battles grew in scale, he'd begun to see them as an unnecessary distraction. It didn't help that there was one particular spectator who distracted him more than others.

His eyes were instinctively drawn to her blonde hair, all the way on the south side of the park. Peter was always aware of her during his fights. He never acknowledged her in any way that might cause her harm, and the tinted lenses of his mask prevented his glances towards her from being noticed by the bad guys. Still, the knowledge that she was there added an extra level of tension to his activities.

As if the Goblin could sense his fears, or maybe the Universe just hated him, the fight gradually gravitated towards Gwen's end of the park. Peter kept up his aerial tactic of confusion, circling the Goblin by severing his webs quickly and remaining in flight. The villain had a hard time hitting him that way, and it allowed Peter the opportunity to plan. If he could disable the glider somehow, apprehending the Goblin would be much easier. The propellant seemed to be in the back, there was a small glowing light that told of a combustion system. Maybe if he…

Peter tried to get behind the Goblin, but the glider constantly corrected so that they were face to face. They were too close, they were at a standoff. He had to get more room to maneuver. He landed on another lamppost, and shot some web towards a nearby Starbucks. He swung wide, putting considerable space between them.

"Didn't you hear?" He called, trying to taunt the Goblin into following him. "I'm New York's favorite superhero! Who do you think you're kidding there?" Dimly he heard the crowd voice their support. The Goblin began to give chase, but decelerated suddenly. Worried, Peter yelled the first thing in his mind, attempting to project confidence. "Go have yourself an Incredible Sulk!" He saw the Goblin pull out two miniature Jack-O-Lanterns. Oh no. He quickly fired a web to a high building on the other side of the square, pulling himself towards the crowds. Sure enough, the Goblin lobbed the grenades at the civilians. Desperately he tried to catch them with his web, but only succeeded in exploding the bombs higher in the air. Debris rained down on the crowd, but he was relieved to see no one was hurt. His eyes found Gwen again, safe for now.

"Spreading yourself a little thin, eh?" The Green Goblin's voice drew Peter back into the battle. He turned to see the Goblin juggling _five_ pumpkin bombs.

"Oh _come on_!" Peter couldn't help whining. Predictably, the Goblin dropped them, the grenades falling to the park.

"Oops!" He exclaimed with obvious insincerity. Peter leapt into the air, rapidly shooting web at each one. They were exploding far closer to the ground, and subsequently to the people there. Peter felt sweat break out on his brow under the mask. This was getting more dangerous by the second. He needed to end this fast. He looked up as he heard the Goblin tutting in mild disapproval. His opponent was shaking his head, but not at Peter. "Oh dear." He remarked in affected sorrow. "And she's such a pretty one too." Peter warily followed the other mask's line of sight. Gwen was standing in the park, over to the west by a fountain. Before he'd made any sort of conscious decision, he was swinging towards her. His arm caught her around her waist, and he clutched her to his side tightly as they swung up in an arc. He heard her shriek as he sent them flying through lower Manhattan.

"What the hell were you doing out there?" Peter's voice demanded, his voice wavering with fear and fury. Was she trying to give him a heart attack? He knew she liked to watch, but running out into the action? It was crazy! He couldn't see her, but knew she must be frowning.

"Saving a woman's life." Gwen retorted indignantly. "Isn't that supposed to be your job?" He set them down roughly once they were a couple blocks away. She pushed his arm off of her and stumbled out of his embrace. He'd chosen an alley he'd discovered after busting a drug dealer. The smell of the dumpsters was irritating, but nothing could ire him quite like Gwen.

"He'd _seen_ you!" He shouted, furiously trying to make her understand. "He woulda started targeting you in a few more—" His tirade was cut off as the Green Goblin's voice interrupted them, amplified over a distance.

"The itsy-bitsy spider crawled up the water spout!" The deranged sing-song taunt reminded him that more was at stake than Gwen's life. He took a deep steadying breath.

"Look," He began matter-of-factly, "I don't have time to argue and I certainly don't have time to treat you nicely." The next instant Peter lifted her by the collar of her jacket and held her up against the concrete wall.

"Hey!" She exclaimed in shock and, he felt a little guilty for it, pain. Before she could protest further, Peter started applying quick bursts of webbing to her arms, legs, and torso. The silk solidified around her in seconds. Keeping in mind that, as bull-headed as she was, Gwen wasn't actually a threat, he was sparse with his shots. She wasn't particularly strong, so it ought to hold her fine. Peter stepped back to survey his work, satisfied. After a moment of struggling, Gwen pinned him with a scathing look. "Ethics much!" She yelled in outrage. He shrugged unrepentantly. It was for her own good. He wouldn't have to do this if she wasn't so intent on putting herself in danger.

"I'm sorry, but again, short on time." As if to prove his point, there was another bout of bombings. The Goblin's voice rang out over the explosions, punctuating his gleeful tone.

"_Down_ came the rain and _washed_ the spider out!" The villain was causing havoc in his absence. It was an obvious attempt to draw him out, but it was one he'd have to indulge. Peter growled in frustration and jumped several feet off the ground to grab hold of the ladder on a nearby fire escape. He prepare to depart, but paused when he heard a heavy sigh. He looked down at Gwen, knowing his expression remained unreadable behind the mask. She was staring up at him with that startling vulnerably in her eyes. She studied him carefully as if she might not see him again. It shook him. Her words, comparing him to her dad, sounded in his mind. Did she think he was going to lose? Was she expecting him to end up like Captain Stacey? Maybe not this time, he reasoned as he watched her, but the bone-deep sadness on her face made him suspect that she was all too aware of their mortality.

"I promise," He told her seriously, "I'll come back." It was all he could give her at this point, so he was glad when she nodded, even if her expression didn't particularly brighten. In a flash he had scaled the wrought iron with ease. He ran over the rooftops and leapt back into the park. As he left, he was filled with confused emotions. He was definitely angry, and her actions still frightened him, but there was something simmering below the surface. It felt suspiciously like happiness. After everything her put her through, she was still devoted to him and his cause.

She still _came_.

The Green Goblin was stalled high above the trees, playing with a pumpkin bomb as if it were a hackie sac. Spider-Man launched himself towards the green-tinted creature. Before the Goblin could notice him, Peter flicked the back of his head with a length of silk. Enraged, the Goblin turned his glider with a snarl. It soon morphed into another mad cackle of laughter.

"Back for more fun, are you?" He asked, holding the grenade securely. "But she was such a cute thing! I hope I've earned you a sympathy smooch or two!" Rising to the bait, Peter shot another web at the creature's masked face, but the glider easily evaded him. Alright, Peter decided, enough of playing defense. It was time to be aggressive.

He began as he had before, circling the glider in midair, one hand always web-slinging to keep him elevated while the other sent small bursts of silk at the Goblin. His opponent, for his part, returned to his boomerangs, lulled back into the same dance. Then, Peter suddenly shifted his focus to the glider's engine, shooting at the port at the back. His movements became harsher as he rushed to make headway. The Goblin was startled by his change in strategy, but was able to dodge his attacks with little difficulty. Peter grit his teeth in frustration, glad his mask hid the motion. He had to get closer. He shot a strand of web at the glider, and this time he hooked the edge of the wing. With a tug of his wrist, he pulled himself to the board. One hand clasped the wing tightly, his powers securing him there as if glued. The glider shook as it's rider tried to throw him off.

"Clingy little spider!" The Goblin exclaimed, finally shooting a barrage of boomerangs down at him. Though he twisted to avoid most of them, Peter yelped as one sliced into his arm, and he automatically let go. He landed lightly on the top of a tree. Peter looked up as he heard a rumbling above him. A helicopter hovered a mile above the ground, and his perfect vision could make out a tv camera on the bottom of it. Great, the media. This would probably make the night news. The presence of the helicopter gave him an idea. As the Goblin circled around to continue engaging him, Peter shot a strand of web at one of the landing skids and propelled himself high into the air. As he approached the fixed camera, he waved into the lens. His hands landed on the helicopter's undercarriage, and he crouched upside down beneath it.

"Oh my god!" He heard an anchor woman inside the cabin exclaim. "Are you getting this? Tell me you're getting this!" He smiled, his eyes finding the Goblin. He jumped, the helicopter acting as his springboard. He was speeding like a bullet down towards the stunned Goblin. He barely had time to move his glider before Peter sped past. Spider-Man twisted in the air, shooting another web at the underside of the Goblin's glider. He stopped abruptly in the air, and a normal human would have whiplash. He pulled himself up quickly. Hands and feet stuck to the bottom of the glider. The Goblin tried to shake him once more, but it was futile. Peter reached out with his hand towards the engine's port and let loose a continuous stream of web. He could hear the engine sputter as its exhaust pipe was plugged by the silk. The glider and both of its passengers rapidly lost altitude.

As they fell, Peter heard the Goblin's unsettling laughter again. Right before they hit the ground, there was suddenly a large plume of smoke surrounding them. Peter coughed into his mask and he was so distracted that he forgot to detach from the glider. It ran him into the ground with painful force. He lay still for a moment, taking stock of his injuries. Nothing broken, but he was going to be sore for a while, and he had more cuts than he'd like. It would take a while to sew his suit back to normal. He pushed the glider off his chest and sat up. The smoke was still in place, but it was thinning as the wind dispersed it. There was no sign of the Green Goblin. Peter cursed. A smoke bomb. How rudimentary. And yet, it had done its job.

Well, he hadn't won, but then he hadn't lost either. Feeling that he was in no real shape to go traipsing around the City on a wild goose chase, Peter swung away from the park and from the mass of people and media. He had one goal in mind: deal with Gwen. He landed on the roof of a building adjacent to the alley. He looked down and took a moment to observe her. Gwen was slumped in the web, looking contemplative. He sighed, mind racing.

What was he doing? What did he _want_ to do? He could feel, now that he was too exhausted to push away any emotions, the same flame burning for her just as strongly as the first time they kissed. He was tired of doing this alone when she was so _obviously_ willing to help shoulder the burden. Peter could hear the conflicting voices of Captain Stacey and Uncle Ben and Aunt May and MJ all telling him what he ought to do. He resolved then and there not to listen to any of them, not about this.

He was going to listen to Gwen.

He crawled on all fours to the edge of the roof and down the wall. He hopped down onto the street and discretely surveyed the area. No one was around, everyone was either in their homes or at the scene of the battle. Perfect. He ducked into the entrance of the alley, wincing as the motion tugged on one of his injuries. The blood had congealed and made the spandex cling to the wounds. He braced himself against the wall and looked up. Gwen had seen him and was staring with both worry and relief. He trudged down the alley silently, mentally preparing himself. He was still angry about her actions, and that was something they needed to address first. The way he was feeling, it was probably going to be through shouting.

He pulled the webs off of her easily. The biocable, he'd discovered, was more pliable for him. While that was partly due to his increased strength, he suspected that, due to the biocable originating from the spiders with the same mutations he'd undergone, his altered genetics played a role as well. It was convenient at any rate. After a moment of untangling, Gwen fell to her feet. He didn't offer support as she steadied herself against the wall. She shot him a narrowed glare as she rubbed her wrists begrudgingly. Apparently, she'd remembered she was mad at him too.

"I've been wriggling in this thing for ages now," Gwen muttered sullenly, "And you swoop in and pick it apart like tinsel and tissue paper. Very impressive, _Spider-Man_." The way she used his alias so sourly finally drove to speak.

"What is wrong with you?" He shouted, continuing their earlier conversation. She reared back as he ranted loudly. "Are you crazy? You're crazy, aren't you!" Incensed, he pointed at her and took a couple aggressive steps forward. He wouldn't normally act this way with a girl, but both the anonymity provided by the mask and the fact that this was Gwen contributed to his brash behavior. She always could make him feel _so much_. "This is the third time you've done something like this," He said, referring to her rushing at the Lizard in school and disobeying his order to leave Oscorp, "And I know you're not stupid!" Gwen crossed her arms and cocked her head. Clearly she was affronted by his yelling.

"Says the guy who gets his jollies swinging through the city by a thread!" She retorted childishly.

"Great," He continued, ignoring her sarcastic jab, "Of all the chicks I could fallen for I had to pick someone maladjusted to the point of suicide!" Peter felt his earlier happiness reappear suddenly, manifesting as something closer to giddiness. He almost gave a hysterical laugh. Man, were they messed up or what?

"Oh boohoo!" She mocked crossly, stepping towards him and tilting her chin up defiantly. He glared down at her, his heart thumping in his ears. "You're not exactly the picture of mental stability here mister, but I still fell for you!" He shook his head in exasperation. The last part of her statement, which really should have melted his anger away, only increased his frustration. She fell for him and _this_ is how she showed it?

"Are you going to pull this shit no matter what I do?" He asked incredulously. Apparently his hopes that her idiotic behavior would end if they were back together were about to be dashed.

"Yes." Gwen stated with absolute certainty. The determination, the _resolve_, in her eyes was better than any declaration of undying loyalty. Peter growled._ Fuck it_.

In one swift move he ripped off his mask, grabbed her by the face, and kissed her. He held her in place as Gwen gasped into his mouth. To his elation she did not hesitate to reciprocate. She pushed back enthusiastically, her arms encircling his neck as she pulled them closer together. He tilted his head as one hand buried itself in her loose blonde hair and the other clutched her cheek desperately. It was a rough game of give and take, an outlet for pent up emotion. He vaguely worried that he was going to bruise her, but soon couldn't bring himself to worry about anything at all.

_Sorry Captain_, was his last really coherent thought.

They kissed deeply and heatedly, with tongues and teeth. He felt her let out a keening little whimper of longing into his mouth that shot tingles throughout his body. It reminded him so much of that first breathtaking kiss of revelation on her roof. She tasted the same, down to the same lipgloss, the curve of her cheek felt the same, and as his hands glided from her head down her sides to rest on her hips, the thrill of her body affected him exactly the same way. Gwen broke away with a shuddering breath, resting her forehead against his. He opened his eyes to watch her blink open her grey-blue counterparts.

"Now who's being reckless?" She said in a raspy whisper. Peter grinned with honest and unfamiliar joy. His arms tightened around her waist possessively, keeping her from moving away.

"I'm a teenager," He told her with as much confidence as he could muster, "And I'd much rather be a slave to hormones than the mask." Gwen threw her head back and laughed at him. Peter winced, his smile becoming chagrined. Without the mask his one-liners seemed far less impressive. "That was lame, right?" He said sheepishly as she calmed down. He shook his head, disappointed with himself. "I shoulda spent more time rehearsing that for my mirror."

"Yeah, you shoulda." She agreed, matching his tone. "So what changed your mind?" Gwen inquired. Peter was still riding the high of kissing her and didn't want to speak seriously. He'd much rather make out than rehash old wounds.

"Many lonely sleepless nights." He joked exaggeratedly, hoping that would be the end of it for now. She chuckled indulgently even as she shook him gently by the shoulders.

"Seriously!" She insisted, her smile falling into a frown. He let the fantasies of dropping the subject float away. She needed to talk about this. "Just two months ago you wouldn't even speak to me. What's different now?" Peter's eyelids fell to half-mast as he was sobered by the memory of his actions. Inactions, really. Absently his hands rubbed circles on her back as he considered the question.

"Nothing." He answered softly. "Absolutely nothing. That's the problem." She blinked up at him in confusion.

"What do you mean?" Gwen asked, loosening her grip on him. Peter removed one of his arms, scratching the back of his neck as he awkwardly tried to explain.

"I kept expecting, hoping really," He amended self-deprecatingly, "To miss you less, to move on and gradually accept not having you." He shrugged apologetically. There was still a part of him that thought that was the ideal outcome. "But it never happened." Gwen smiled at his admission of defeat.

"For such a smart guy, you're an idiot, Parker." She told him fondly. He laughed in surprise. He didn't remember the last time he laughed, but he suspected she'd been the cause of it then too.

"While you have such a low opinion of me," Peter began teasingly, about to reveal the one consistent revelation he'd had, "Can I just say: your dead dad's a dick." As he'd anticipated, her mouth fell open in shock, and Gwen stepped out of his loose hold and punched him in the chest. Peter looked on unfazed as she winced.

"Ow." She said flatly as she shook out her knuckles. He struggled not to laugh at her pain.

"Pretty sure that hurt you more than it hurt me." He surmised smugly, and she glared at him, though he knew it was for show.

"Oh shut up." She grumbled good-naturedly. Peter gently took her injured hand in his.

"Here." He carefully pressed his lips to her knuckles. "All better." He announced tenderly. Gwen sighed, though it wasn't all swooning at his gentlemanly gesture. He could hear a somber note in her breath.

"It's not always going to be that easy, Peter." She said. He looked up at her pronouncement to see her expression grim, as he'd expected. She slowly slid her hand out of his and he missed its comforting warmth. He felt a thrill of foreboding. "Things will be difficult. I need to know you won't run away the first time I'm in danger or things get tough." He grinned unabashedly. That's what she was worried about? Ha. Like he ever wanted to put himself through this separation again. He'd learned his lesson.

"Now that's a promise I can keep." Peter asserted cheerfully. Gwen sent him a skeptical look. "Really." He maintained a tad more seriously, putting both hands on her shoulders. "I can be selfish, I can go against my better judgement, but only if I have you as the payoff." Gwen smiled, and he was glad she seemed to believe him. She placed her hands on his chest, fingers idly tracing the insignia on his costume. He took a deep breath in at the sensation.

"That's very good to hear," She said lightly, gaze flicking up to meet his, "Because I love you." The way her words made him feel was… indescribable. Low self-esteem and guilt fell away from him as Peter sighed. His eyes closed as he rested his forehead on hers again. He murmured out an admittedly ill-advised admission.

"You have no idea how happy I am that you said it first." Ill-advised, he knew. That was probably a very immature attitude to have. He could see Gwen was about to shout at him, call him out on his bullshit, so he kissed her again. Again, probably immature. Despite his obvious stupidity, she returned the caress. This kiss was unique; they moved languidly and lovingly. He could finally use that word freely. Peter smiled against her lips, and whispered the last confession of the night. "I love you, too."

Sounding extraordinarily content, she murmured back, "You dork." He moved away, breaking their embrace and allowing her to see his carefree grin. Bending over, he picked up his mask from where he'd thrown it unceremoniously to the ground. He hadn't worried about anyone walking in on them, but he could sense that their peace wouldn't last much longer.

"Come on," He said to her, feeling a familiar energy return at last, "This dork wants to get outta here." He made to put his mask back on, but he was stopped when Gwen covered it with her hand. Taking it from him, she dusted it off. He watched intently, a thrill going through him as she treated his mask with care. He followed her movements with his eyes as she slowly slipped it over his head, tugging it down gently. Before it could cover his mouth, she darted in and gave him one last peck. He smirked as she tugged it down completely. She smoothed the finished product with her fingers. The intimate moment was broken as Gwen looked up at him teasingly.

"I'm with you, Bugboy." She announced and Peter laughed at the nickname. He tugged her closer with one arm and tied her waist to his with web from his other hand. They stood staring at each other for a moment, both reveling in the warmth and affection they'd denied themselves for too long. Gwen hugged herself to him tightly as together they looked up into the dark sky. With a well-aimed shot and a running start, Spider-Man and his girlfriend had disappeared into the night

* * *

**Yes, it's my first companion piece! I knew as I was writing _Womanly Persuasion_ everything that was going on in Peter's head. So, I figured I ought to tell his story as well. Hopefully people will enjoy rereading the same dialogue from a different perspective. This is actually 3,000 words longer than the original. Peter does a lot of thinking. It got annoying, actually. My mom said it reeked of teenage angst, but hopefully you guys will appreciate that.**

**One of my favorite things about this story is Peter and MJ. Their relationship as I define it is a lot like me and my friend Dom. I'm one of few in my group of friends who hasn't gone out with him, so I'm in a unique position to actually cheer him on when he has a girlfriend. I actually refered to him as a little baby bird learning to fly. Into girls' mouths.**

**On that note friends, I bid you, adieu.**

**Laury the Latrator**


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